APP.TYPOGRAPHY TERMS OF SERVICE

Please read this Agreement carefully. These Terms of Service (“TOS” or “Agreement”) constitute a binding legal agreement between you (“Licensee” or “you”) and The Hoefler Type Foundry, Inc., d/b/a Hoefler & Co., (“H&Co” or “we”) and establishes the terms and conditions by which you are permitted to access and use the Service and the H&Co Properties (as defined below). By clicking below and creating Login Credentials (as defined below), you confirm that you have read, understand, and agree to be bound by the TOS. If you are entering into this Agreement on behalf of your employer or client (and you have the legal authority to sign contracts on their behalf), then “Licensee” or “you” refers to that entity. If not, then this Agreement binds you personally. The TOS does not create third party beneficiary rights for any parties. If you do not agree to our TOS, do not use our Service.

We reserve the right to modify and update the TOS from time to time. We will post notice of any such modifications on the Typography.com site and/or send you an email to the address provided as part of your Login Credentials (or another email address that you specify). You can review the most recent TOS at http://www.typography.com/home/app-terms.php. The Service will be governed by the then-current version of the TOS at the time of your use. If you use the Service after any such modification or update to the TOS, you consent to those modifications or updates. Modifications will not be applied retroactively.

You acknowledge and agree that you bear the entire risk as to the quality and performance of the Service.

DEFINITIONS

As used in this Agreement, the following terms have the following meanings:

“Application” means an executable software file for one or more Permitted Platforms.

“Authorized Title(s)” means only those Applications, Documents and Imprints that you specify to us via the H&Co Systems, each designed for use only on one or more Permitted Platforms (in the case of Applications and Imprints) or one or more Permitted Formats (in the case of Commercial Documents) that are published or distributed by Licensee under Licensee’s own trademark or brand.

“Commercial Document” means a Document that is offered to the general public, or a subset of the general public, as part of a commercial transaction in one or more Permitted Formats, in which the consideration (monetary or otherwise) is related to the Document, such as a newspaper, magazine or EBook.

“Computer” means any device (and in the case of devices which allow simultaneous use by multiple individuals, each individual user account on any such device) capable of using the Licensed Software, regardless of where the Licensed Software is installed.

“Derivative Work” means any creation that is based on or derived from the Licensed Software, including but not limited to any revision, modification, translation, abridgment, condensation, expansion, uncompiling, encryption, rearrangement, reencoding, digitization, or redigitization, regardless of the medium on which it is recorded or the format in which it is expressed, or any other form in which the Licensed Software may be recast, transformed, emulated, or adapted. For the purposes of this Agreement, a Derivative Work shall also include any compilation that incorporates the Licensed Software.

“Document” means a software file which runs on one or more Permitted Platforms, used in connection with human-readable text, that is not executable and is not an Image File.

“EULA” means the End User License Agreement between Licensee and H&Co, which grants Licensee certain rights to the Licensed Software. Licensee must enter into at least one EULA as a prerequisite to using the Service.

“Effective Date” means the date which you agree to these Terms of Service and create an account to use the Service.

“H&Co Properties” means, collectively, the Licensed Software, the Typefaces, the trademarks, and all of H&Co’s fonts, designs, software, trademarks, copyrights, or other intellectual property, and all other related items of H&Co intellectual property made available to you pursuant to the EULA and this Agreement, and all other items of H&Co intellectual property contained in the Service.

“H&Co Systems” means the hardware and software used by H&Co to provide the Service.

“Image Files” means both (i) digital files that record images solely in the form of a fixed-resolution matrix of pixels, which may include fixed images of specific characters of the Typefaces rasterized in a pixel grid, and (ii) digital files that include scalable outlines of a specific arrangement of characters of the Typefaces. Image Files may not contain the Licensed Software or any portion thereof.

“Imprint” means a specific periodical title or publishing imprint, published and distributed on one or more Permitted Platforms.

“Licensed Software” means those computer programs and related data licensed pursuant to the EULA and this Agreement, the name(s) of which are listed on the attached Order Document(s), which, when used on a Computer, generate(s) the Typefaces. Licensed Software includes, but is not limited to, all bitmap representations of the Typeface designs.

“Login Credentials” means your full legal name, and the unique email address and password specified by you and used to access your typography.com account.

“Month” means the period running from the monthly anniversary of the Effective Date in a given calendar month during the Term to the monthly anniversary of the Effective Date in the following calendar month. During any calendar month that does not contain the monthly anniversary of the Effective Date, the current Month will end, and the next Month will begin on the last day of that calendar month.

“Order Document(s)” means the document(s) created by H&Co when Licensee enters into this Agreement, or adds additional products and services offered by H&Co under the same terms, which feature Licensee’s contact and payment information, products and services ordered, applicable fees, and any other relevant information. Order Documents may include invoices, receipts, statements and other documents, as applicable. More than one Order Document may be appended to this Agreement.

“Permitted Format(s)” means one (1) or more of the following formats, as specified on Licensee’s Order Document(s): Adobe’s Portable Document Format (.pdf), Adobe’s Digital Publishing Suite format (.folio), Apple’s iBooks format (.iba), Amazon’s Kindle formats (.azw, .KF8, mobi), and the ePub format (.epub).

“Permitted Platform(s)” means one (1) or more of the following platforms, as specified on Licensee’s Order Document(s): Android, Apple’s iOS, watchOS, tvOS and Apple News, Blackberry’s Blackberry 10, Facebook’s Instant Articles and Microsoft’s Windows for Phones.

“Person” means an individual, corporation, limited liability company, partnership, joint venture, estate, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

“Security Features” means any security mechanisms available for the purpose of preventing any unauthorized Person, application, or Computer from accessing the Licensed Software.

“Service” means the App.typography service licensed to you via this Agreement.

“Term” means the period of time, beginning on the Effective Date, during which you are permitted to use the Service. The Term will consist of twelve (12) Months and will renew automatically in twelve (12) Month increments, unless you affirmatively terminate your Service.

“Trademarks” means the names of Licensor and the Licensed Software set forth on the attached Order Document(s).

“Typefaces” means the typefaces designed, developed, and owned by H&Co, licensed by you from H&Co for use with the Service.

“User” means any Person or entity that uses any Authorized Title(s) or reads any article published under the Authorized Title(s) on the Permitted Platforms.

GENERAL

To access the Service, you must be (i) eighteen (18) years of age or older, and (ii) be able to form binding contracts under the laws applicable to you. By clicking below and establishing Login Credentials, you are representing and warranting that both (i) and (ii) above are correct.

You must complete the registration and account creation process, and provide all the information required by H&Co to access the Service. You are responsible for providing complete and accurate information and for updating any such information that becomes out of date during the Term.

During the Term, You shall be solely responsible for the following:

• Creation of your Login Credentials and maintenance of their secrecy and security (you are strictly responsible for any changes to your Service effected through the use of your Login Credentials, and all associated fees, regardless of whether such activities are undertaken by you, your employees, agents, or subcontractors, or any other Person).
• Payment of all contemplated fees to H&Co to maintain your use of the Service.
• Configuration, performance, implementation, deployment and monitoring of all operations you conduct using the Service, including: (i) the selection and configuration of the Typefaces, (ii) the correct identification of your Authorized Title(s), and (iii) the monitoring of the Term of this Agreement.
• Providing H&Co with a valid credit card number and email address (if other than the one provided as part of Login Credentials) at which you are able to receive mail, monitoring this address for notices, and maintaining it as current and accurate throughout the Term.
• Properly canceling your account, should you wish to discontinue your Service during the Term.
• Cease all use of the Licensed Software in your Authorized Title(s) after the Term of this Agreement.

PAYMENT AND TAXES

Pricing for the Service is posted on our website and may be changed from time to time. Changes will not be applied retroactively to existing users and will take effect on the first renewal of Service after any such change. H&Co may send you a notice to the email address you provide notifying you of any such changes.

A valid credit card number is required in order to access the Service. You hereby represent and warrant that you are authorized to use the credit card provided to us in association with your Login Credentials. If we cannot process your credit card for any reason, we may need to suspend your Service until payment can be processed.

H&Co will charge your credit card at signup for twelve (12) Months of Service in advance, at the rate specified for the number of Authorized Title(s) that you specify during the sign-up process. Unless you cancel the Service as provided below, your Service will renew automatically. Ten (10) days before the anniversary of the Effective Date, H&Co will charge your credit card automatically for the next twelve (12) Months of Service . You may not cancel the Service during the last ten (10) days of the then-current Term. Forty (40) days before your Term expires, H&Co will send a notice to the email address associated with your Login Credentials, reminding you that your service will renew automatically.

You may increase the number of Authorized Title(s) on your account at any time. If you upgrade your Authorized Title(s) during the Term, your credit card will be automatically charged an amount equivalent to the difference between your current rate and the new rate for the number of Months remaining in the then-current Term. Any renewals will be charged at the rate applicable at the time of such renewal.

You may not decrease the number of Authorized Title(s) on your account during a given twelve (12) Month Term. You may only decrease the number of Authorized Title(s) on your account for the subsequent Term, if applicable.

All amounts paid pursuant to this Agreement are non-returnable and nonrefundable. No refunds will be granted for partial use of the Service or unused Months. No exceptions will be made.

All fees will not include any applicable sales, use, gross receipts, excise, import, export, value added, or similar taxes. Each party will bear its own taxes as levied under applicable law. Notwithstanding the foregoing, if you live or operate in New York State, H&Co collects New York State sales tax, which will appear as a separate line item on your receipt.

GRANT OF LICENSE.

Subject to the terms of this Agreement, H&Co hereby grants you a limited, revocable, non-transferable, non-exclusive right and license, without the right of sublicense, to reproduce, distribute and display the Licensed Software solely as included within (i) the Authorized Title(s), and (ii) articles published under Licensee’s Imprint on the Apple News and Facebook Instant Articles Permitted Platforms, during the Term.

Updates Required After Expiration. After expiration of the Term, Licensee must remove the Licensed Software from all Authorized Titles, and publish updated versions to all users removing the Licensed Software as soon as possible. For clarity, Authorized Title(s) validly distributed by Licensee during the Term and not updated by existing users do not violate this Agreement.

This Agreement does not grant to Licensee any right, title or interest in or to the H&Co Properties, other than the grant of rights expressly provided in this Agreement. All rights not granted by this license are expressly reserved.

RESTRICTIONS

You hereby acknowledge and agree that you shall not:

• Create any customization, variant, adaptation, or Derivative Work of any H&Co Property or any font software, font design, or typography that incorporates or imitates the data, design, or design statistics of, or that is substantially similar to, the Licensed Software, or modify (or attempt to modify) any H&Co Property in any manner;
• Duplicate, share, license, sell, rent, lease transfer, assign, distribute, offer, or otherwise commercially exploit the Service, or any portion thereof, to any third party by any means without the express written consent of H&Co except as expressly set forth in this Agreement;
• Install or use any H&Co Property on any Computer or any web server, or in any manner that allows any Person or computer to access the H&Co Property other than as expressly provided for in this Agreement, including, without limitation, causing the H&Co Property to be displayed on a web page using the CSS @font-face rule; or permit or enable any other Person or Computer to use the H&Co Property in any way;
• Take any action that interferes with or disrupts (or attempts to interfere with or disrupt) the Service, or any H&Co Systems;
• Use the Service or H&Co Systems to infringe the rights, including intellectual or other proprietary rights of any other Person;
• Transmit or disseminate (or attempt to transmit or disseminate) any malicious code, files, or programs, including software code or computer worms, that may interrupt, destroy or limit the functionality of the Service, H&Co Systems, or any other computer software, hardware, or telecommunications equipment;
• Alter, remove, or obscure H&Co’s proprietary notices, including copyright, trademark, or other legal notices in any H&Co Property;
• Extract, decompile, modify, reformat, translate, reverse-engineer, assemble, re-digitize, or discover the source code of, or remove or disable any Security Feature of, any H&Co Property;
• Embed or incorporate any H&Co Property into any document, medium, application, software, product, or service except as expressly set forth in this Agreement; and
• Continue to use any H&Co Property or the H&Co Systems in connection with Authorized Title(s) after termination of your Service.

DISCLAIMERS

You hereby agree that:

H&Co uses third-party suppliers to provide necessary hardware, software, networking, storage and related technology required to support the Service and H&Co Systems and that there may be occasions when the Service will be interrupted for maintenance, upgrades, emergency repairs, or due to failure of networks, equipment, or services that are beyond the control of H&Co. H&Co shall not be liable for any interruption of service, loss of data, or breach of security due to a failure or disruption of any third-party supplier.

H&Co may use aggregated, non-personally identifying information collected from your use of the Service (the “Information”) to analyze use patterns and performance, to improve its content and product offerings, and generally to improve the Service, the H&Co Systems, or the H&Co Properties. Without limiting the generality of the foregoing, the Information may include, without limitation, the following types of information: usage statistics, crash reports, help requests, patterns, and data and suggestions based on user actions. H&Co assumes no obligation to protect confidential or proprietary information that you elect to provide to H&Co (other than your Login Credentials) from disclosure, and H&Co will be free to reproduce, use, and distribute the Information (other than Login Credentials and personally identifiable information) to others without restriction. 

You acknowledge that some Users of your Authorized Title(s) may be unable to see the Typefaces due to their use of unsupported platforms, web browsers, user-agent strings, or network protocols, or because of other circumstances on their computers,networks or devices that are beyond the control of H&Co.

H&Co may, but has no obligation to, remove the Service from Licensees or accounts that it determines at its sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or any provision of this Agreement.

OWNERSHIP.

You acknowledge and agree that H&Co is and will be the exclusive owner of all worldwide right, title, and interest in and to the H&Co Properties and the Service including, without limitation, all copyright, patent, trademark, trade secret, and other intellectual property rights, in and to the H&Co Properties and the Service. Any and all modifications, customizations, variations or adaptations to the H&Co Properties or Service, regardless of origin, shall automatically be deemed to be included in the definition of “H&Co Properties” and/or “Service” as applicable hereunder and shall become part of, and subject to, this Agreement.

You agree not to challenge H&Co’s rights in or to the H&Co Properties, the Service, or the validity of any intellectual property or other right of H&Co therein, or to infringe H&Co’s rights therein. All goodwill that may become attached to H&Co’s trademarks as a result of your use of the H&Co Properties and the Service shall inure to the exclusive benefit of H&Co. You shall refrain from using H&Co’s trademarks as part of any corporate, trade, or firm name or style of yours. You shall not create a combination mark consisting of any of H&Co’s trademarks with the proprietary marks of any other Person. You shall not take any action that could reasonably be expected to impair the registrability, validity, or enforceability of any of H&Co’s trademarks, nor shall you attempt to register, use or aid any third party in attempting to register or use, in any jurisdiction, any trademark or service mark which may, in the reasonable opinion of H&Co, infringe or otherwise violate H&Co’s rights to its own trademarks.

You agree that any and all feedback, statements, suggestions, and ideas regarding the H&Co Properties or the Service that you make available to H&Co will become the property of H&Co unless H&Co agrees otherwise in writing. H&Co will have no obligation (and none may be implied by receipt of or examination of the idea submission) to use the feedback, compensate you or otherwise enter into any agreement with you.

UPDATES AND UPGRADES. If, at any time, H&Co offers a new version of any H&Co Property that is intended to improve on its functionality or ease-of-use, or add enhancements (each, if any, an “Update”), you must possess a valid license to such previous H&Co Property in order to use such Update. All Updates, if any, are also the property of H&Co and shall be provided to you on a license exchange basis. You agree that by using an Update, you voluntarily terminate your right to use any previous version of the H&Co Property. Upgrades may be licensed to you by H&Co with additional or different terms. Nothing in this Agreement shall be construed to obligate H&Co to provide an Update of any to you under any circumstances. H&Co may make changes to the Service from time to time.

TRANSFER OF RIGHTS PROHIBITED.

Licensee may not sell, lease, sublicense, or otherwise assign or transfer (each, a “Transfer”) any rights, duties, or obligations under this Agreement, in whole or in part, to any Person, including by merger or operation of law.

If Licensee is a corporate parent, subdivision, wholly-owned subsidiary, joint venture, unincorporated division, or is otherwise affiliated with another Person (including, without limitation (i) a single publication that is owned or operated by a parent company that owns or operates other publications or (ii) an agency, studio, graphics production company, or similar entity owned or operated by a parent company that owns or operates such entities), Licensee may not permit such Person, or any Person owned, operated, or otherwise affiliated with such Person, to use the Service in any manner.

Any Transfer in violation of this Agreement will be null and void.

SUSPENSION OF THE SERVICE.

If at any time your consumption of services exceeds the contemplated number of Authorized Title(s) detailed on your account page, and you elect not to purchase additional services, the Service will be suspended until you remit the appropriate additional payment, or remove the Licensed Software from the appropriate number of Authorized Title(s). You hereby waive any and all challenges to, or claims or defenses regarding, H&Co’s right to suspend your access to or use of the Service.

RENEWAL, CANCELLATION OR TERMINATION OF THE SERVICE.

The Service will renew automatically unless affirmatively canceled by you. You are solely responsible for the cancellation of your Service. The H&Co Systems feature a process by which your Service can be canceled at any time. Ten (10) days before the anniversary of the Effective Date, H&Co will charge your credit card automatically for the next twelve (12) Months of Service . You may not cancel the Service during the last ten (10) days of the then-current Term. Forty (40) days before your Term expires, H&Co will send a notice to the email address associated with your Login Credentials, reminding you that your service will renew automatically.

H&Co has the right, at its sole discretion, to suspend or terminate any account and refuse any and all current or future use of the Service and the H&Co Properties, for any reason at any time. Upon such termination, H&Co may deactivate and/or delete all content in any such terminated account.

You hereby waive any and all challenges to, or claims or defenses regarding, H&Co’s right to terminate this Agreement.

WARRANTIES AND LIABILITY; INDEMNIFICATION; DISCLAIMERS.

You represent and warrant that (a) you are a Person, and are not establishing accounts with the Service using any automated means; (b) you are at least eighteen (18) years of age or older; (c) all information you submit is truthful and accurate and does not hide or misrepresent your identity; and (d) you have the right to disclose any information you submit to H&Co in connection with your use of the Service.

You, at your sole expense, shall indemnify H&Co, its agents, employees, officers, directors, shareholders, advisors, successors and assigns, and any of their affiliates, and hold them harmless against all losses, damages, claims, expenses (including, but not limited to, third party claims and attorneys fees and court costs) (any of the foregoing, a “Loss”) arising out of or resulting from: (i) any use of the Service through your Login Credentials (unless and only to the extent the Loss is attributable to a breach by H&Co of any obligation under this Agreement), (ii) any breach by you of this Agreement, or (iii) violation of any rights of a third party by either you or someone else using your Login Credentials.

The Service, the H&Co Properties and all information, content, materials, products (including software), and services included on or otherwise made available to you through the Service are provided by H&Co on an “as is” and “as available” basis, unless otherwise specified in writing. H&Co makes no representations or warranties of any kind, express or implied, as to the Service or the information, content, materials, products (including software), and services included on or otherwise made available to you through the Service, unless otherwise specified in writing. You expressly agree that your use of the Service is at your sole risk. To the full extent permissible by applicable law, H&Co disclaims all warranties, express or implied, including but not limited to, any warranties of non-infringement, merchantability and fitness for a particular purpose. H&Co does not warrant that the Service and all information, content, materials, products (including software), and services included on or otherwise made available to you through the Service, H&Co’s servers, or any email sent from H&Co are free of viruses or other harmful components. H&Co does not warrant that (a) the H&Co Properties and/or the Service will meet your specific requirements, (b) the Service will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the Service will be accurate or reliable, or (d) the quality of any products, information, or other material purchased or obtained by you through the Service will meet your expectations.

H&Co will not be liable for any damages of any kind arising from the use of the Service, the H&Co Properties or from any information, content, materials, products (including software), and services included on or otherwise made available to you through the Service, including, but not limited to, direct, indirect, incidental, punitive and consequential damages, including any lost profits or lost savings, loss of goodwill, business interruption, work stoppage, loss of data, computer failure, damage or malfunction, or for any claim by any party, even if H&Co has been apprised of the possibility of such damages, and regardless of the theory upon which such claim is based (including contract tort, strict liability, negligence or otherwise), unless otherwise specified in writing. Your sole and exclusive remedy for any dispute with H&Co is the cancellation of your account. H&Co’s total cumulative liability for all claims related to your use of this Website and all information, content, materials, products (including software), and services included on or otherwise made available to you through this Website will not exceed (i) the pro rata amount of charges paid or payable to H&Co under this Agreement by you which are applicable to the current Month, or (ii) $100.00, whichever is less. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you might have additional rights. If you are a California resident, you hereby waive your rights with respect to California Civil Code Section 1452, which says “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” The disclaimers of warranty and liability set forth in this Section constitute an essential part of this Agreement.

You are not granted any right to use the Service in any application controlling aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, weaponry systems, or any similar scenario (collectively, “High Risk Use”). H&Co and its suppliers disclaim any express or implied warranty of fitness for High Risk Use.

FORCE MAJEURE

H&Co shall not be liable for damages and you will not have the right to terminate this Agreement for any delay or default in delivery of the Service resulting directly or indirectly from acts of nature, forces or causes beyond H&Co’s reasonable control including, but not limited to: internet failures, network failures, computer equipment failures, telecommunications equipment failures, other equipment failures, electrical power failures, acts of God, terrorist action, acts of civil or military authority, government actions, fires, epidemics, riots, wars, sabotage, insurrections, labor shortages ,or disputes.

GOVERNING LAW; JURISDICTION AND VENUE.

This Agreement and all rights and obligations under this Agreement shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of New York (the “State”), but without regard to its conflicts of laws or choice of forum rules. Licensee hereby irrevocably submits to personal jurisdiction in the State and to the non-exclusive jurisdiction of any New York state or federal court sitting in the City of New York over any legal suit, action, or proceeding arising out of or relating to this Agreement or the relationships created by or under this Agreement (“Action”). Jurisdiction and venue of any Action shall, at the election of H&Co, be in (and if any Action is originally brought in another venue, the Action shall at the election of H&Co be transferred to) a state or federal court of appropriate jurisdiction located in the State. Licensee hereby waives and agrees not to assert, as a defense to any Action or a motion to transfer venue of any Action, any claim (a) that it is not subject to such jurisdiction; (b) that any Action may not be brought against it or is not maintainable in those courts; (c) that this Agreement may not be enforced in or by those courts; (d) that it is exempt or immune from execution; (e) that the Action is brought in an inconvenient forum; or (f) that the venue for the Action is in any way improper.

NO WAIVER.

No failure by either party to object to any breach of any provision of this Agreement shall constitute a waiver of such provision, a waiver of any other breach, or a waiver of any other provision of this Agreement.

SEVERABILITY.

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision hereof. To the fullest extent permitted by law, if any provision of this Agreement, or the application thereof to any Person or circumstance, is invalid or unenforceable (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability.

RELATIONSHIP OF THE PARTIES.

Each of the parties shall act as an independent contractor under this Agreement and neither is now, nor will be in the future, an agent or legal representative of the other for any purpose. This Agreement shall not be construed to place the parties in the relationship of partners or joint venturers. Neither party has any right or authority to bind the other in any way.

ENTIRE AGREEMENT.

This Agreement, along with any applicable Order Document(s), and the EULA(s) between Licensee and H&Co, constitutes the entire understanding between the parties concerning the Service and supersedes all previous agreements, promises, representations, and negotiations between the parties concerning the same. No terms and conditions of any purchase order or other document will add to, modify, or supersede the terms of this Agreement.

SURVIVABILITY.

Terms that by their nature survive termination shall survive the termination of this Agreement.

NOTICE.

Any notice, approval, request, authorization, direction, or other communication under this Agreement shall be sufficient if sent by U.S. mail, addressed to the party to whom the same is directed, in which event the date of the notice shall be the date of deposit in the U.S. mails, postage prepaid, or on the delivery date if delivered by email; provided, however, that notice sent by email shall not be effective with respect to matters related to termination or indemnity.

Notice shall be provided to Licensee at the address set forth on Licensee’s Order Summary. Notice shall be provided to H&Co at 611 Broadway, Suite 725 New York, NY 10012-2608, or via email at [email protected].

MISCELLANEOUS.

Commercial Items. With respect to any U.S. Government end user of the Service, the Service is, individually and collectively, a “Commercial Item,” as that term is defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

Equitable Relief. You hereby agree that any breach of this Agreement, including any unauthorized disclosure of the Confidential Information, would cause irreparable harm to H&Co, and that in the event of any breach or threatened breach, H&Co will be entitled to obtain equitable relief in addition to any other remedy. H&Co’s rights and remedies under this Agreement shall be cumulative and not exclusive of any other rights or remedies provided hereunder or by law.

Captions, Construction. The section headings in this Agreement are for reference only and should not in any way affect the meaning or interpretations of this Agreement. The word “including” is intended to be illustrative and includes the meaning “including, but not limited to.” The singular of a defined term includes the plural and vice versa.